Starswirl's Nightmare
by SirScribe
Summary: An important event has taken place in the Castle of the Two Sisters, and Star Swirl the Bearded is there to witness it all. When a peaceful night ends up producing a nightmare, Star Swirl must act if Equestria is to survive. He isn't the only one who is having a bad time, however. As it turns out, Celestia has problems of her own. Can they help each other survive the night?
1. Sleepless night

**A/N: Greetings everypony. I haven't even come close to finishing my other works, and I know that pretty well, but I just thought this up. I was just on iFunny when someone posted a pic of Starswirl the Bearded, and it just clicked. Also, it helped that I have a theory with the chest. A theory that will be shared on here. I am listening to 'Legacy of Starswirl' by Carbon Maestro. Look it up on YouTube, I love this piece.**

**Since Pinkie and the others went to bed, I am here by myself. So, this is going to be quick and painless. Well, maybe. It probably won't fit into canon, but oh well. I just need to get this out there.**

**Disclaimer: I don't own MLP:FiM. All rights go to HASBRO and Lauren Faust.**

**ONWARDS AND UPWARDS!**

* * *

Star Swirl sighed as he sat alone in his tower. His eyes were droopy, and there were noticeable bags under his eyes. It was clear that sleep wasn't being friendly to him. He raised his horn at the candle in front of him. With a small Incendiary Spell, he lit up the room. He bathed in the warm glow of the candle. He positioned it on his pedestal along with a book and quill. He opened the book and dipped his quill in a small container of ink.

Star Swirl yawned. It was a long night filled with stargazing, but he pledged to sleep after his entry was done. He lifted the quill with his magic and began to write.

_Day 7,320_

_It has been 20 years since the last conflict under Celestia and Luna's rule, and at last, Equestria is at peace. Some time before that, as I'm sure you are aware, my pupil Clover the Clever began resisting my teachings. If Clover wants to be as great as me, she will have to come back to resume her studies. What does she do instead? Clover decides that Friendship is more powerful than any of my spells. Unbelievable. Giving somepony a flower or holding a door does not grant one magical abilities. It's common sense._

_Anyway, my report on the artifact is enclosed. I have determined that the object holds a considerable amount of power, and yet-_

Star Swirl looked up at the artifact. The crystal blue chest sat there on his desk, mocking him. Ever since he found it (Well, somepony presented it to him, but he likes to believe he found out what it was), the chest was his top priority. Of course he had much to do, but the chest demanded more attention.

Next to the chest was an array of 6 keys, each one colored differently. They were White, Pink, Cyan, Yellow, Orange, and Lavender. The colors at first meant nothing to him, but when he closer examined the chest, each lock was colored differently. Each key was assigned to a lock.

_It has decided to resist mine. The keys and chest are all united, but there is nothing left to do. The chest emits a strong magical field that makes it impossible for me to unlock it. I fear the unlocking of the chest will not happen in my lifetime._

_I sense great distress in the kingdom. Celestia knows how much I enjoy interfering in political affairs. Anyhow, the chest and keys are magically protected from one another, and I fear whatever is inside will be greater in power than the Elements of Harmony. I will continue my research until an answer arises._

_-Star Swirl the Bearded_

The unicorn sighed. He just had to have 'the Bearded' put into his name. At one point in time, all stallions had beards, yet they didn't change their names to 'Something something the Bearded'. The unicorn shook his head and closed the book. He was about to blow out the candlelight, but a loud knocking came from his front door.

Star Swirl sighed. Everypony was supposed to be asleep by now, including himself. He was about to blow out the light and go to sleep, but the knocking continued. He looked out the window. Below him was Celestia and Luna's castle. It's beauty was somewhat hidden by the Forest. Still, the stone structure was something to behold.

He walked to the door and opened it. Sure enough, it was his old pupil, Clover the Clever. She was worn out and her clothes were tattered. She looked like she was running for ages. Star Swirl rolled his eyes. "Can I help you?"

Clover looked up at the unicorn. "Star Swirl, please you must help! Celestia begs for your assistance!"

Star Swirl sighed. "No." He tried closing the door, but Clover's magic prevented the door from doing so.

"Why won't you? In the old days, you would jump out your window to help others. What's changed?"

"My age." He tried closing again. Failure.

Clover sighed. "Why won't you help?"

Star Swirl sighed. "Because I am a unicorn. A regular unicorn is a great magical talent that most would kill over. Then there is an alicorn. Alicorns have greater magical talent than I could ever hope to achieve. An alicorn can raise the Sun and Moon by herself. It takes an army of unicorns to raise the Sun once. Answer me this: Why does Celestia need the help of a unicorn?"

"Wow, you really haven't changed," Clover said.

He snorted. "Tell me something new."

Clover was about to speak, but Star Swirl silenced her. "Please, let me just go to sleep. I've been on my hooves for days and nights, and a few good hours of sleep sound really good right now," he said.

He tried closing the door on his pupil, but Clover kept her hoof in the door. "Celestia can't wait until you finish your nap, you selfish old unicorn."

Star Swirl stopped. "Excuse me?"

"You heard me, Star Swirl. You are always like this: thinking for yourself. You don't bother lifting a hoof to help others, and I keep telling you, friendship is a more powerful magic than any before it," Clover said. "Don't you want that magic?"

"I am not dancing in a field full of woodland creatures wearing a flower crown. Is friendship really magic, or are you trying to ask an old stallion out?"

"IT'S REAL!"

Star Swirl smirked and walked back to his study. "You got lucky with the Windigos, that much is clear. You used a heat spell to melt the Windigo's bodies, breaking their hold on the land. Trust me, friendship had nothing to do with it."

Clover stamped her hoof on the floorboards. "Please listen to me! Celestia needs your help, and there is nopony else who can help her! She needs your help!"

He ignored her. He peered out the window and looked up to see the stars. "Do you ever wonder about the stars?"

Clover groaned. "You're not helping!"

"I'm serious. Do you ever look up at the night sky and wonder about the stars?"

Clover walked over to her former teacher and sat next to him. "I never question the night. The night stars were created by Princess Luna after the blizzard ended 50 years ago. They were her own creation woven into the fabric of space and time. It is believed that she will keep those stars in the sky way after our time passes. The stars are the windows to the past."

Star Swirl shrugged in agreement. "You are half right. The stars in the sky are the same stars our ancestors saw, but they were not fabricated by Princess Luna. In fact, they are not little dots you weave into the fabric of space."

"That's sleep deprivation talking," Clover said.

"Perhaps. However, I have recently purchased a telescope and for the last week, I've been watching the night sky. I've seen every star out there, and there is still much more to see. Take a look for yourself," he said, offering the viewing lens to Clover.

She sighed and peered into the lens. "I'm going to enhance the lens. You will see the stars differently."

He moved a few dials on the body of the telescope. Clover exclaimed in amazement. "That's amazing! They escape our planet!"

He nodded. "They just keep going! They are farther away than I thought!"

Clover moved away from the telescope. "Does-does that mean Luna is a fake?"

"Oh no! No, she is very real in her work. See, those stars really weren't there for us to admire before the blizzard. There were no stars in the sky, just the Sun and Moon. When Princess Luna took over the night sky, she cleared up the sky for us to see the stars. Her magic keeps the night beautiful. Pity nopony likes being out at night," Star Swirl said.

Clover smiled. "Well I love the night. It's peaceful during the night."

"Which is why everypony sleeps."

Star Swirl yawned. Clover was about to as well, but she stopped herself. Star Swirl raised his hoof to his face. Celestia's Sun was just peaking over the forest. Night had officially ended. Ponies would be awake soon. "Ah, the Sun is just coming up. Brilliant. Time for me to sleep the day away, if you don't mind."

Clover shook her head. "At some point, you have to come with me. Celestia still needs you."

He smiled. "I don't see how Celestia ne-"

There was a loud crash. An explosion inside the castle. The explosion knocked both figures to the ground. Star Swirl peered outside his window to find the problem. "What in the name of- Oh heavens!"

Clover looked out the window. The Sun was up, but the Moon was being forced up over it. For some reason, Luna created an eclipse. Immediately, the sky turned dark, especially over where the throne room was.

"No. LUNA NO!"

It was too late. The window cracked. Immediately, he heard a loud cackling from the castle. So much for the nap.


	2. The dancing shadows

**A/N: Greetings everypony, SirScribe here with another addition to **_**Star Swirl's Nightmare.**_** I've been brainstorming on how to progress and I think I have something for you to enjoy. Remember in advance that reviews are helpful, they show support for the continued production of this and other fics. It has taken a while, and I do apologize: school has been hectic lately and I just couldn't find the time to continue.**

**I've been wondering about Starswirl a little bit. What exact color is his coat? Is he a white coated unicorn or grey? Not sure, but I'm sticking to the grey-coated Starswirl. Anyway, let's get this party started. Since Pinkie isn't here, I can cut to the chase.**

**Luna: SISTER! DID YOU EAT MY APPLE PIE?!**

**Celestia: NO I DIDN'T! MAYBE YOU ATE IT AND CAN'T REMEMBER EATING IT!**

**Luna: NEVERMIND! I FOUND IT!**

**Me: My cottage isn't fully ready yet, and since Twilight kicked me out of her place, I'm bunking with the princesses until I can sort things out.**

**Luna: HAS ANYPONY SEEN MY CROWN?!**

**Celestia: DID YOU LOOK ON TOP OF YOUR HEAD?**

**Luna: I'M NOT STUPID, SISTER!**

**Me: I can say a lot of things right now, but I value my life at this point. Anyway, let's get going. I don't own MLP**

**Luna: SISTER, I THINK I FOUND THE OINTMENT YOU WERE LOOKING FOR!**

**Celestia: OH FOR THE SAKE OF SANITY, LUNA! I TOLD YOU NOT TO ANNOUNCE IT FOR ALL OF EQUESTRIA TO HEAR!**

**Luna: SORRY, BUT I THOUGHT-**

**Me: SHUT UP!**

**(update: I got kicked out of the castle)**

* * *

Starswirl and Clover the Clever both bolted down the staircase of the Astrometry Tower. The Father of a 1,000 spells looked up at the sky. The solar eclipse was something he only witnessed through his telescope, but to see it with his own eyes was impossible. He prayed to whoever would listen that Luna would lower the Moon.

The wizard looked behind him to see his old student. Ever since their falling out so many years ago, Clover had gotten better at her works. Instead of focusing on magic and magical artifacts like her old master, Clover found an interest in potion making. It was later revealed that Clover had a potion for almost anything, including various combat potions. They were all locked away in a spell that Starswirl taught her. A spell that opened a tiny pocket in the Universe for almost anything to be hidden in.

The duo burst into the castle. The inside was dark. Shadows were everywhere, and from what Starswirl learned, the shadows were more dangerous than any monster they could encounter. Starswirl tensed. "Do you sense something Clover?"

"The darkness. It's strong in here. What has Luna done?" she wondered.

"Dark magic is the bane of creation. When unleashed without a proper controller, it can destroy the Universe with nothing to stop it. Luna appears to have lost control and now she is the dark." He began running.

Clover sped off after her teacher. "Wouldn't Luna have some control over it? I mean, she did use it after all, she should be able to stop it."

"If you are camping in the woods, and you lost control of a fire and it has burned half of the forest down, do you still have some control over it?"

Clover thought about it for a moment. "Not really, but I—"

"But nothing! Luna let the dark magic rage through her, and now the forest is burning. Either the forest turns to ash with nothing left, or you exterminate it. Both of with require Luna's…silence. I'm sorry, but Luna is beyond our help," Starswirl said.

Clover was appalled. "Are you saying Luna has to die?"

"I am not saying death is the answer, I'm just saying that we cannot contain her now that she is engulfed in the flames. She must be stopped before she rages throughout Equestria!"

The duo turned the corner to be met with three ponies. All three appeared to have smoky bodies and red eyes. They all appeared alicorn by their shades, but Starswirl was unsure. They all roared, making Starswirl slip onto his stomach. He quickly got to his hooves, as impossible as it sounds given his age, and retreated to his student.

He surveyed the shadows. They all appeared to be shifting forms, like they are trying to determine what form would be best to fight them with. Starswirl had enough and stomped the ground. A ring of magical energy formed in the form of his cutie mark: a spiral galaxy. Clover followed suit, producing a magic wand inside a 4-leaf clover. These rings were their Combat Rings.

The shades tiled their heads in confusion. When he came across the combat spells, he found that the incantation alone was powerful, but the symbol increased their power 10 times over. He practiced before he perfected the ring.

The shade in the front attacked first by firing a green energy bolt. Starswirl conjured up a force field to easily block it. Clover charged up her horn, and fired a bolt of lightning at the shade. It evaporated on the spot while the other two cried out. The light from the bolt was enough to rattle their nerves. The shades both pulled back and fired their magic spells. The spells combined and were focused on Starswirl.

His force field came crashing down immediately, depleting him of his Combat Ring. Clover summoned her magic and opened a hole in the Universe. She summoned two glass bottles of a green liquid. She threw them both at the shades. They both were enveloped in a green smoke. The next thing Starswirl heard was the sound of stone hardening. The smoke died down to reveal two Pegasi statues. Their horns were gone.

Starswirl looked back at his student. "Where did you—"

"One finds a lot of herbs and magical ingredients in the Everfree Forest on one's spare time," she said.

He chuckled. He looked back at the statues. It appears as though they weren't all statue because they were moved slightly. "The spell hardens them over time, so we have the advantage," Clover said.

Starswirl got to his hooves. Together, they both ran past the statues and continued down the hall.

It didn't take long to get to the throne room. Only a few more Shadow Ponies stood in their way, and Starswirl was happy to reveal his new spells, including Transfiguration spells and Incendiary spells. He even made the Hall of Statues come alive to slow down their enemies.

The Shadow Ponies lined up the Hall of Statues, blocking the way to the throne room. Starswirl charged up his horn and reached out with his magic. He grabbed a hold of some of the suits of armor. "May the brave and bold walk again. I command thee: protect Celestia's domain!"

The suits of armor rose up against the Shadow Ponies. Starswirl was concentrating on the spell that allowed him to inhabit the suits around him. As the Shadow Ponies tried to fight back, Clover was busy keeping the shield over her teacher. One of the suits stomped down at the hooves of one of the Shadow Ponies, turning it into dust. Already the magic spell was getting to the wizard. He felt his magic failing him. He ordered the suits to perform one last attack, but they were destroyed as the command was carried out. The destruction of the suits rebounded off Starswirl's horn, sending him to the ground.

"STARSWIRL!"

Clover breathed in as she kept her concentration. She had learned a new spell from one of Starswirl's books, and if she read it right, she could find a way to help Starswirl while destroying the Shadow Ponies at the same time. She concentrated her magic to create a glowing gray ball. The ball hovered over to where Starswirl and the Shadow Ponies were aligned. The ball immediately began to spin.

The Shadow Ponies stepped back as the ball grew bigger. Immediately, there was a change. The ball was starting to become undone. Two separate spheres began to take form. One was pure white while the other was as black as the night. The black ball crashed down on the Shadow Ponies, destroying their physical forms immediately. The white sphere gently lowered itself onto Starswirl, reviving his energy. He rose up as strong as ever.

Clover smiled as her teacher stood to face her. Instead of saying thank you, Starswirl charged up his horn. Clover had a confused look on her face before he fired. The magical blast shot past the sorcerer and into a wall. Two Shadow Ponies tumbled out of the darkness and fell to the ground. "You have learned a lot, my student, but not everything," he said.

Clover smiled. The two continued to run down the hall and toward the front of the castle. Starswirl knew where he was being led to. Clover was leading Starswirl toward the throne room. "This is where I met with Princess Celestia. She should still be he—"

Starswirl pulled Clover back behind a wall. Around the corner was Princess Celestia on the floor. She looked like she was hit by a magic spell. She slowly rose to her hooves and looked up. Starswirl could only hear so much.

"—You leave me no choice but to use _these!_"

Celestia pulled apart a section of the floor. Underneath was a planetarium with 5 jewels on pedestals. Starswirl immediately recognized them. They were the Elements of Harmony. Princess Celestia took the Elements, including the one inside the globe, and flew up into the sky. The duo moved closer to see Celestia charging up the Elements.

The alicorn opposite of her looked nothing like Princess Luna. The alicorn opposite of Celestia had a coat that was as black as night. She wore a helmet and standard armor. Her mane was nothing more than a purple mist. Starswirl guessed that it was just in a different form of Princess Luna. _Forms have power. Physical appearance wields more power than many let on,_ he once told Clover.

The alicorns both fired on each other. The power of the Elements overcame the dark powers of Princess Luna, and she was carried up into the heavens. The moon was highlighted with a rainbow, and the shape of an alicorn's head began to form on the surface.

When the Elements cooled down, Celestia floated gently down to the ground, and collapsed. The Element's dropped at her side. Within a second, Princess Celestia began to sob uncontrollably. She was alone.

* * *

**A/N: I am so sorry for taking so long with this update. School ends for me next week, so hopefully I will be able to pump out more updates. The wait begins for season 5 of MLP, and I am currently very impatient. There better be a kick-ass premier like the finale. We will see. Anyway, please leave a review, and I will be back soon.**

**-SirScribe **


	3. Prophecy

**A/N: Greetings people of Fanfiction! I know it's another hiatus gone by, and I know you all hate me for it, but I rewrote **_**Starswirl's Nightmare**_** and I think it's going to be good. I've been also working on a fanfic for another fandom, and if that is considered cheating, then I'm a cheater. Anyway, I hope to wrap this up soon. It's a short story, but I intended it to be that way. Let's get rocking and rolling.**

**Celestia: The following occurred after I trapped Nightmare Moon in the Moon**

**Me: Ladies and gentlemen, Princess Celestia of Everfree**

**Celestia: To be honest, I don't remember much after I banished my sister. This will be news to the both of us**

**Me: Right you are. Anyway, let's get this started. Pinkie wants me at Sugarcube Corner so we can go over my birthday celebration.**

**Rainbow: Can't be better than mine!**

**Pinkie: Every party is custom made. I have the Basic Party Package that runs to 50 bits, and that is a simple picnic with a band and Sweet Apple Acres Famous Apple Pies. The Party Cannon Package is 100 bits and includes a piñata and your own party cannon, and the Cheese N' Pie Special that goes to 200 bits that include half a circus and a giant cake.**

**Me: She has a catalog with add-ons and everything, including music choices.**

**Pinkie: Party planning is no joke**

**Me: Anyway, I'm going for the Basic. So here is **_**Starswirl's Nightmare!**_** Princess Celestia, care to do the honors?**

**Celestia: Gladly. MLP isn't owned by SirScribe. All characters, artifacts, locations, and events are owned by HASBRO.**

**ONWARDS!**

* * *

Starswirl and Clover inched closer toward the Princess of the Sun. The Elements laid on the ground on her hooves with little color to their appearance. They appeared to be sad to Starswirl. The sorcerer knelt next to the princess and lowered his hat. He had no words for the princess. He had witnessed Luna's banishment for attempting a coup. The power of the Elements frightened him, and the fact that he sensed the work of a time traveler in the room. The sense was gone the minute the Moon took a new form.

The only thing Starswirl could do was place a hoof on the princess. The presence of a warm body frightened Celestia, but she knew from the distant heartbeat that the pony was just as scared as she was. She lowered her head onto Starswirl's body and continued crying. The sorcerer, instead of giving his undivided attention to the princess, found himself staring at the Elements. While their 'mood' was low, he could still feel their heartbeats racing. He looked up at his apprentice. She nodded at his silent message and scooped up the Elements.

Starswirl brushed Celestia's mane. "There there Celestia, everything will be fine," he said.

"Like hell they will," she responded.

The sorcerer was shocked. "If you came when I summoned you, we could've found a way to stop Luna before the eclipse! You let her change, did you?!"

"What?! No, I would never do that to you! I am your friend!"

"Then where were you when your friend died?!"

Celestia's voice echoed through the castle, probably alerting the guards as to where she was. Starswirl's heart broke, and Clover could've heard it from where she was. "You never cared for me or my sister! All you have ever done was sit in your tower conducting experiments on dark and light magic when you could've gotten to know the both of us! You could've helped!"

"Princess Celestia, I will apologize when I see you deserve it, but I am not the one who outshone my sister!"

Princess Celestia looked up at him with disgust. "Excuse me?!"

"You could've acknowledged to your subjects that Luna saved you from Sombra, instead you let historians record that it was you who rescued Luna! It was you who stopped Sombra, but it was both of your faults that the Crystal Empire sank into the ice. You are responsible for your sister, not me! My life was branched off from yours the minute you succeeded me in Magic Training. I lived alone!" Starswirl argued. "Nightmare's rise could have been prevented if she didn't feel like she was living in the shadow of your success!"

Clover covered your shriek. Princess Celestia stared at the sorcerer with anger and she tried to argue, but she saw his point. Historians did come to Celestia, asking her what had happened, and instead of hailing Luna as her hero, she let them believe Luna was defeated right away. She didn't try to change history by saying the truth. The Element of Honesty was gone from her.

She didn't give credit to her sister, she let historians give her credit for saving Equestria. The Element of Generosity was gone.

Luna needed help, but Celestia's royal duties came first in her eyes. Loyalty was gone.

She didn't try to cheer Luna up when she felt ill. Laughter was no more.

When Luna called for help, she didn't answer. She was too busy to meddle in Luna's mental state. Kindness was history.

What kind of friend was she? What kind of sister was she?

Starswirl rose. "If you do not want me around anymore, Celestia, then who am I to stick around? I'm an old stallion who needs to rest, not your imaginary friend. I will be gone soon, you don't need me anymore," he said.

The sorcerer began walking away from the alicorn, but Clover stood in his way. "What is it?"

She shook her head. "Everypony has flaws, Starswirl. You cannot turn your back on somepony just because they made a mistake."

"Nightmare rose because nopony tried to help Luna. I am only the royal sorcerer, but I don't think I am even that right now. Celestia can grow out of this slump just like she got over her parent's death," he said.

Celestia began wailing. "He trusted you to ensure that Celestia and Luna would move on from that event, but for you to bring it up at this time is shameful!"

"You are Celestia's friend, you help her! I hung around so I can ensure that a peaceful transition of power would be made and the sister mature enough to lead a kingdom on their own! I'm no longer needed now there is only one ruler and she doesn't have the strength to move on! I'm done!"

He pushed Clover out of the way and walked toward the door. Before he could make it out of the chamber, a surge of magical energy struck the unicorn. He went down, and Clover watched him. She thought he was pulling her leg, but when his horn began glowing gold, she knew that he wasn't joking. "Starswirl!"

Celestia stopped her weeping and looked over at her friend. Starswirl was bombarded with images of Nightmare returning to Equestria and wreaking havoc on the citizens of Equestria. He saw Nightmare standing in front of the alter for the Elements facing off against a unicorn. Another image flashed in his mind, this time of the Gates of Tartarus bursting open and a cloaked being walking out.

The sorcerer slowly rose to his hooves, images still flashing in his mind. Clover ran to her friend and helped him on all fours. "Starswirl, what's going on?"

The images faded from Starswirl's mind. "The chest, NOW!"

He ran through the throne room with his old student behind him. Celestia managed to rise as well and chased after the royal wizard.

* * *

Starswirl burst through the doors leading into his tower. Behind him was Clover and Princess Celestia. "Of course, why didn't I see it? Those weren't nightmares I was seeing, that was a prophecy! I should've realized that!"

Clover sighed. "Starswirl, can you please explain?"

"The chest! The chest that requires 6 keys! Why would an ordinary jewelry chest need 6 locks unless you were hiding something very important? This chest was given to me by a friend and told me to keep it safe. I had no idea I had it!"

"Had what?" Celestia asked.

"A piece of the Time Vortex!"

Celestia and Clover both looked at each other. "Ok, I'll bite. Time Vortex inside a chest? That is impossible!"

"So is time travel and I managed to prove you wrong, your majesty. My Time Spells are nothing compared to what's inside the chest! I gotta get it open. Clover, take two keys. Princess Celestia, you as well," Starswirl said.

The two ponies looked at each other and shrugged. They both grabbed two keys with their magic and approached the box. The keys entered their respected holes and a faint click was heard. All the ponies looked at each other and took deep breathes. They all simultaneously turned their keys and the tumbler clicked.

Time stood still.

Celestia looked at the box. Nothing was happening. She was about to speak, but the lid of the chest exploded, unleashing a huge vortex in the room. The winds of the vortex blasted all of Starswirl's notes around and through the door. A miniature storm was raging inside Starswirl's tower.

From within the vortex, a voice rang out. It was a whisper, but it was definitely clear:

_On the Longest day of the Thousandth year,_

_Rise the Dark Queen whom all shall fear,_

_Chaos be spread as equal to all,_

_Gates of Tartarus must fall,_

_6 Knights shall answer the plea,_

_Save us from this monstrosity,_

_The Kingdom of twilight will rise and then,_

_Mark Equestria's End_

The vortex died down and the lid was replaced. The keys were magnetically expelled from the chest. The three friends stood there with their jaws dropped. A prophecy was made, and it began tonight. Celestia had fear and hope in her eyes. Her sister would return.

Clover was the first to speak. "Equestria's End?"

"Doomsday. The end of the Last Kingdom. It was written in the Alicorn Castle all those years ago. I have the warning in a book somewhere, but why is it marked after your time?" Starswirl asked Celestia.

"My sister is still eligible for my throne after I pass. It will be the Age of the Sun, Age of the Moon, and I guess the Age of Twilight. We still have time," Celestia said.

"And the Age of the Sun is still burning. We have time. We need to do something," Clover cried.

Starswirl nodded and approached the box. He put his ear up to it and listened. "I hear something. There is more inside this chest, but it cannot be opened again. We need to hide it."

Celestia nodded. "And I know exactly where to hide it."

**A/N: Sorry for the long wait, but here is another chapter. I hope you all liked it and give me some feedback. What are your thoughts about it? I hope to hear from you all soon enough. Until next time!**

**Pinkie: You're late for our appointment!**

**Me: Igottago,butdontforgettoreview!SorryIhavenotimeforformalities!Bye!**

**-SirScribe**


	4. The End

**A/N: Greetings everypony, and welcome back to **_**Starswirl's Nightmare.**_** I hope everyone is enjoying their day/afternoon/night. This is the last chapter of **_**Starswirl's Nightmare**_**, so thank you for the support for this story. I feel that it was the works of Starswirl and Nightmare Moon that set forward these events that later were resolved by Twilight. To me, everything happens for a reason, and the prophecy in the series premier was only a little bit of what was to come. I will be finishing **_**New Life in Ponyville**_** and **_**Dark Vengeance**_** will receive a proper ending like it was meant to. After this, I will focus on the **_**Whooves N' Jack**_** series on f.i.m.f.i.c.t.i.o.n for ya. Ok, I think that's all for the note.**

**Luna: WE ARE PLEASED TO HAVE RECEIVED YOUR INVITATION BACK TO YOUR COTTAGE FOR THE ENDING OF THIS TALE!**

**Me: Canterlot Voice is a no-no in here. Please Luna, not in here**

**Luna: Very well. We are excited for the premier of Season 5 for all of our adoring fans around the world! Will be most excellent a season**

**Me: A lot of us will be holding you on that. Anyway, want to get us started?**

**Luna: Most certainly. SirScribe doesn't own MLP:FiM nor its characters, locations, events, and other aspects. All SirScribe owns is this story**

**Me: Way to make me sound poor**

**Luna: but—**

**ONWARDS!**

* * *

With the chest in his magical grip and with the princess and former student behind him, Starswirl felt like he can fight Shadow Ponies from dusk to dawn. The endless night was still occurring, and ponies would be awake soon to realize that something happened. If they did, and Celestia had no clear explanation as to why there is one less princess, the townfolk would grow angry and probably overthrow her.

He didn't want to think of that.

As he continued to run, he also felt pain in his chest. He had placed a spell when they first met that if Celestia and Luna needed him, he would always be there. Of course, with Luna gone and Celestia becoming independent, he knew his time was running out. He was going to die soon.

The wizard looked behind him. The princess was at his tail and starting to take the lead through the castle. His student close behind them. He replayed the events that led up to this moment. The moment when they received a prophecy that predicted Equestria's End by the kingdom of twilight. That didn't make sense to the old stallion, but if that kingdom rises, then Doomsday would commence.

Clover caught up to her former teacher. "Starswirl, do you have a plan?"

"Yeah, bury this and never speak of it again," he said.

"Great plan," his student said sarcastically. "Seriously though? A plan would be nice."

Starswirl rolled his eyes. "If the Tree of Harmony houses the Elements, and their magic is still linked with it, burying it at the Tree will give us breathing room for the upcoming Apocalypse. The end of Equestria is coming, and now we have a time when that occurs."

"And that will be—"

"The end of Celestia's Reign. If Luna comes back and reigns after her, then we have more time. At least 5,000 years left until this kingdom of twilight emerges. 8,000 if Luna assumes the throne."

Celestia stopped. "You mean to say that my sister will return?"

"'On the Longest Day of the Thousandth year, Rise the Dark Queen whom all shall fear.' The prophecy refers to your sister returning. If a thousand years is the limit, then a thousand years of waiting will be what you will be doing," Starswirl said. "We have to be ready for anything between now and a thousand years from tonight."

Clover sighed. "You will need more than just the Elements to make this prophecy to come true. It sounds like it requires more magic, and these 6 knights rising up to 'answer the plea' sounds like you won't be alone, Your Majesty."

Celestia nodded. "Starswirl, do you have any ideas?"

The unicorn thought about it for a moment. "I will need a bit of time to come up with a plan. Go gather the Elements and meet me at the Tree. Now hurry, we haven't much time." He then ran through the castle, leaving the princess with the potions master.

Celestia looked at the unicorn. Her odd attire fit perfectly with her trade, which was obviously potions. Celestia had heard a lot about Clover following her falling out with Starswirl, especially her endeavors across the land in search for more spell books to complete her work.

Celestia sighed as she focused back on the present. The Elements were required for what Starswirl had planned. The two mares gave each other a nod, and ran to the throne room that once housed two rulers.

* * *

Starswirl was supposed to be a patient stallion, but after years of secretly raising the princesses and keeping a student under his name, his patience was a wooden bridge on fire. As he waited in the cave with the Chest of Destiny and the Tree of Harmony, he contemplated his life's decisions that led him to be the most powerful unicorn in the world.

For a long time, studying to be a powerful wizard wasn't on his priority list. Being the parents Celestia and Luna never had was his priority. He could still remember the day when he was rescued by them.

_You were weak then, Starswirl,_ the old wizard thought to himself. _You're strong now. Stronger than you ever dreamed of. You went from being a peasant to being a god among ponies. A king with no throne._

The wizard sighed. His mind continued to rage war against itself. _One day_, he once told himself, _I'm going to go completely mad_.

His train of thought was interrupted by the sound of hooves on the dirt. He looked up to see Princess Celestia and Clover the Clever with the Elements. He smiled to himself. Maybe he can end the madness tonight before sleeping. A clear head and silence was all he needed.

Celestia stopped before Starswirl. "Ok you old wizard, what do you have planned?"

Starswirl laughed. "You're calling me old?"

"Choose your words carefully, Starswirl."

The wizard smiled. "Ok the Elements are, in a way, keys to activate the Tree. I've created a spell that will lock and unlock the Tree using the Elements in order to hide the Chest. Please place the Elements in their rightful slots."

Celestia and Clover nodded and moved the magical stones to their respected branches. Once the last Element, the Element of Magic, was placed, the cave began to rumble. The ceiling began to crack as a bright light enveloped the room. Celestia extended her wings to protect herself and Clover. Starswirl, however, was unprotected from the magic.

He enjoyed it.

As the light bathed him, he felt his magical arsenal become stronger. He felt lighter, stronger, and younger. That feeling, however, wasn't supposed to exist in the old unicorn. When the light subsided, his bones became heavier and his energy depleted.

The Tree wasn't changed one bit. The slot where the Element of Magic laid was still glowing. The light melted from the slot to a carving of the Sun, then the Moon, and finally to an exposed root on the ground. The light centered on the tip of the root, and started to grow. The light continued to grow and grow until it produced a flower.

Starswirl looked at the flower. "That's it?! The most powerful seal on the face of this planet is a flower?!"

Celestia sighed. "It hasn't bloomed yet."

"Oh yeah, that helps! What next, does the Tree want me to start dancing around it so we can get some rain or something?!"

The Tree glowed. The Elements also started to glow as they fired a bolt of magical energy at the wizard. Starswirl's beard was singed as well as his hat. Celestia and Clover both tried their best to not laugh at the pony, but the urge to guffaw was too great. Finally, they lost it and laughed at the wizard.

Starswirl chuckled at the Tree. "Don't like sarcasm, don't ya?"

Clover started to laugh harder. "Ponies would stop me and ask why I had a crazy unicorn as a teacher. I always said you weren't crazy, but it looks like they're right. My old teacher is so crazy, he now talks to trees." She laughed harder.

Celestia wiped a tear away. "You must admit, that was funny."

The wizard smiled. "It was. This is certainly something I must record, especially for your amusement. Now, this is the plan. I don't intend to put the Elements back here for another thousand years or so. So, I want you to hide them once we are done here. Nopony knows of the prophecy except you, me, and Clover and we have to keep it that way."

"But ponies will be asking questions about Luna. What can Celestia say?"

The wizard shrugged. "A story will be best tonight. Nopony can know what really happened. This 'Nightmare Moon' took over Luna and has been defeated by your efforts, that much can be released. I cannot say the leaking of the prophecy will be great, especially the Equestria's End woven in it. A lot of this is risky to leak, but at least tell Luna's story. Maybe she can still be alive in those. The brave mare who would rather fall into darkness than take the throne and your life."

Celestia nodded. "I owe her that much. Still, the Chest cannot be with the keys, otherwise ponies can open the Chest once they find it."

"I can handle that. As a wizard and close ties with a time traveler, I have managed to gain some control in opening the Time Vortex. I can hide the keys in their respected time periods, that way they can be opened at the right time."

Celestia smiled. Clover looked over at the flower. "That is one big flower."

Starswirl turned around. The flower blossomed and revealed a large space. The unicorn held the Chest up, and smiled. "Ok, I think we can bury this thing now. Clover, you are just my level of magical power. Help me open the Time Vortex. Celestia, I want you to place the Chest onto the flower. Once the keys are scattered and the Chest secured, take the Elements back to the throne room and hide them."

The princess nodded. With her magic, she took the Chest. Both Starswirl and Clover moved away from the Tree and focused their magic on an open spot. With the keys in Clover's saddle bags, the wizard had nothing to worry about. Their spell began to take its form as a small storm began to brew.

As they worked with the Vortex, Celestia prepared herself to place the Chest. She knew the power of the Tree. She read about it after the Discord incident a few years back. It felt good to take charge with magic beyond her own imagination.

_Magic._

Celestia looked at the box. The power she felt, the prophecy she heard, and the reassurance she gained when she realized her sister was coming back. _Maybe I can make things right for you, dear sister. I will make it up to you._

She kissed the Chest before she placed it on the flower. The flower glowed as the Chest sank in. "Starswirl, it's locked. Send the keys away."

The wizard nodded. "Clover, the keys."

The unicorn handed Starswirl the 6 keys. Starswirl sighed as he held them with his magic. "They need to be concealed. Hidden as ordinary objects until they can be found. Each has to be won through an Element. The Key of Generosity shall be unlocked through greed."

He threw the purple key into the Vortex. "The Key of Loyalty shall be won through treachery."

The cyan key flew in. "The Key of Laughter shall be earned through sadness."

The pink one was thrown. "The Key of Kindness shall be given through anger."

The yellow was tossed. "They Key of Honesty be won from dishonesty."

The orange was thrown. "And the Key of Friendship—"

Starswirl looked back. Celestia and Clover were standing behind him. "The Key of Friendship be won through deception."

The final key flew in. Starswirl charged his horn. "By my decree, nopony shall ever possess these objects or use them until all 6 keys are together! This is my command!"

The Time Vortex started to flash magical energy. The 6 keys turned into smaller objects before disappearing through Time. With the keys gone, Starswirl and Clover closed the Vortex to avoid any other problems. Once it was closed, the trio turned their attention to the Chest. The flower continued to glow as they got closer to it.

Starswirl sighed. "We need to lock it."

"Seems easy enough," Celestia said.

The wizard nodded. "Locking will be easy, but keeping the secret won't. I am going to have to trust you, Celestia. You cannot breathe a word about tonight to anypony from now to the opening of the Chest. If somepony hears of this, they will attempt to open the Chest without the keys. There can be no legend, no recording, and no nothing of tonight, besides Luna's fall."

"I understand," Celestia said.

Starswirl turned to Clover. "Silence is required from you as well, my faithful student. You will live longer than me that much is clear. I cannot breathe these words any more. My magic is depleted. Time to sleep."

Celestia put a hoof on Starswirl. "We're not done yet. Like you said, we have a Chest to lock."

Starswirl nodded. They all focused their attention to the flower in front of them, all three charged up their horns and began chanted in an ancient language. As they chanted, their magic grew stronger and stronger, especially around the flower.

_Think of the future,_ Starswirl told himself. _Bring back what was lost._

Celestia started to pour more of her energy into her magical spell. As she did so, she felt tears running down her face. _This is for you, Dear Sister. Forgive me for what I had done_.

Clover's incantation started to grow with her thoughts. _I need to sleep._

The flower petals started to grow and encase the Chest. Finally, the Chest was concealed and a bright light filled the room. The three ponies shielded themselves from the blinding light. The light started to dim down as the flower disappeared.

Celestia lowered her wing. "It's done."

Starswirl and Clover agreed. Celestia took the Elements from the Tree and they all left the cave without a single word.

* * *

Starswirl didn't survive to see the next sunrise. Shortly after they returned to the castle, the old wizard found his bed and quietly fell into a slumber. The next morning, when nopony heard from the wizard, Celestia left to check on him. He was in his bed with a small smile on his face. The wizard died in his sleep.

The funeral was small and private. With some royal officers, the Princess, Scorpan, and Clover attending, Starswirl's funeral was silent. Scorpan said a few words regarding his friend before saying his goodbye. Starswirl's coffin was decorated with images of galaxies and constellations, symbolizing his fondness of stargazing. _He will always be studying the stars,_ Celestia said as she spoke on his behalf.

The weeks after the funeral were slow, but as news of Nightmare Moon began circulating, Celestia took it upon herself to reassure the ponyfolk of Equestria that all was well. The rumors turned into legends and legends turned into campfire stories and events.

Inside the castle, Celestia was going through some old books that belonged to Starswirl. As custom, all of Starswirl's books and scrolls were to be put in a special facility until a proper establishment was in place. In other words, his stuff was going into storage. Celestia was one of the few who was actually moving the boxes, much to the surprise of the guards.

Along with the alicorn princess, Clover was also moving her old teacher's boxes. As they both worked inside his home, Celestia felt the need to hum a tune. Of course, her hum turned into a light singing, and soon, a duet had formed. Music was one of the things that Celestia enjoyed whenever she worked. Music calmed her down when the Senate of the Equestrian Order attempted to dethrone her. The music kept her from turning the senators into toads.

"Do you really think it will work?" Celestia asked.

"Of course princess. Celestia's School for Gifted Unicorns will be a brilliant way of expanding the minds of any magic user out there. You will have a chance to honor Starswirl this way," Clover said.

Celestia sighed. "I do want to honor him, but building a school in his honor sounds a little too much," she said.

"Don't worry, Starswirl loved to perform with the biggest flare. It would be an insult to him if you did anything smaller than build a school."

"Thanks for that."

Clover smiled at the princess. As Clover lifted a box from the ground, a small notebook fell out. Celestia looked over and noticed it before Clover did. She picked up the book. She had not seen that book before today. "Do we need to put all his books in storage?"

"Well, yeah if we want them to stay intact," Clover said. "Don't worry about a thing, Your Majesty. I will handle the rest. You go relax, it is almost time to raise the Moon."

Celestia agreed and left Clover to continue working. She walked down the stairs from the tower, through the castle, and into her private chambers. The damage was too much for the castle, so Celestia had planned of a new one to be built farther north. On the side of a mountain would be a good place to put it. She can have a view that is to die for that way.

She removed her royal metalwear and sat on the foot of her bed. The book was clean and organized, almost brand new. It was probably going to be filled up had Nightmare Moon not shown up. She stretched her neck and opened the notebook.

It was empty. There wasn't a single penmark on the first page. She flipped through the book, looking for something of his. Nothing. She flipped through the book again, but again found nothing. Celestia sighed. She opened the book up, and the first page she found, there were two envelopes. One was titles _To Celestia Everfree_. It was written in Starswirl's hoofwritting.

The princess smiled. She opened the envelope. It read:

_Celestia,_

_As I am speaking to you, my breath draws heavier and is more labored. I feel my time coming to a close, and I don't fear Death's shadow anymore. I will most likely be dead by the time you read this, but I need to say this to you. I am proud of you._

Celestia teared up.

_When I first met you and your sister, I didn't know what to think. I had found two beautiful and strong mares, but that was all I saw. Now I realize I was blind. I saw pain and sadness in those ancient eyes. I took it upon myself to raise you and ensure that you two would grow to be remarkable ponies. When you both stepped up and defeated Discord, I knew that I had successfully raised you two. I am proud of you, and I am sad that I cannot see you grow even stronger._

_When you both were young, I placed a spell upon myself to ensure that I will always be there, and that time itself would not tear me apart from you both. With Luna gone and you mature enough, I must move on. I want you to know that no matter how much time passes, no matter how many ponies come and go, I want you to know that I will always be there for you. I will be there when Luna returns, and I will be there when your times are up. We will meet again soon, my beautiful sundrop._

_Until we meet again,_

_Starswirl_

Celestia smiled. She let the tears drop to the ground.

_P.S., The second letter references of a notebook I have hidden. When the time is right, and the right pony is found, I want you to open this spell. I designed it to help revive the alicorn race. Maybe you can benefit from it._

The princess placed the letter on her nightstand. The envelope would remain sealed until the right time. She looked outside and noticed that she needs to lower the Sun. Using her magic, she brought the glowing orb down and raised the Moon. Luna's shadow was still on the Moon. Celestia looked up at the Moon, and just for a moment, so did Luna.

"1000 years? I will be waiting, dear sister. I'll count the days until we meet again."

Celestia sighed as she made her way to her bed. She blew out the candle and fell into her sleep. _Sleep, sweet sleep._

A moment passed. _Sweet? Sweet like cake. I'm hungry._

"Pony feathers," Celestia mumbled.

* * *

**A/N: Well bronies and pegasisters that will end **_**Starswirl's Nightmare. **_**This was a very long chapter and took two days to write, but I hope you enjoyed it. Remember to review and share the story with fellow fans of the show. It has been an honor to write this story for all of you. **_**New Life in Ponyville **_**will be ending soon as well as **_**Dark Vengeance**_**. Until we meet again.**

**-SirScribe**


End file.
